LED Lighting (LEDL) 10-Q 1 Jun 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 26, 2017
Document and Entity Information:
Entity Registrant Name	LED Lighting Co
Entity Trading Symbol	ledl
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Entity Central Index Key	1,502,659
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		26,157,195
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 85	$ 33
Total Current Assets	85	33
TOTAL ASSETS	85	33
Current Liabilities
Accounts payable & accrued expenses	71,609	63,898
Shareholder Advance	73,599	61,913
Note payable	10,000	10,000
Total Liabilities	155,208	135,811
Stockholders' Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 26,157,195 shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively	2,616	2,616
Additional paid-in capital	4,268,234	4,268,234
Accumulated deficit	(4,425,973)	(4,406,628)
Total Stockholders' Deficit	(155,123)	(135,778)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 85	$ 33

CONDENSED BALANCE SHEETS PARENT

CONDENSED BALANCE SHEETS PARENTHETICALS - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Parentheticals
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	20,000,000	20,000,000
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	26,157,195	26,157,195
Common Stock, shares outstanding	26,157,195	26,157,195

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
Revenue	$ 0
Cost of revenue		$ 0
Gross profit	0
Operating expenses	19,170	16,160
Loss from operations	(19,170)	(16,160)
Other expense
Interest expense	(175)
Total other expenses	(175)
Loss before income taxes	(19,345)	(16,160)
Income tax expense		0
Net loss	$ (19,345)	$ (16,160)
Loss per share - basic	$ 0	$ 0
Weighted average shares - basic	26,157,195	26,157,194

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES:
Net loss	$ (19,345)	$ (16,160)
Changes in operating assets and liabilities
Prepaid and other current assets		(10,000)
Accounts payable & accrued expenses	7,711	(2,500)
Net cash used in operating activities	(11,634)	(28,660)
FINANCING ACTIVITIES:
Bank Overdraft		(37)
Advance from Shareholders	11,686	30,137
Proceeds from the issuance of note payable		10,000
Net cash provided by financing activities	11,686	40,100
Net increase (decrease) in cash	52	11,440
Cash, beginning of period	33
Cash, end of period	$ 85	11,440
Interest Paid		0
Taxes Paid		$ 0

OVERVIEW

OVERVIEW	3 Months Ended
	Mar. 31, 2017
OVERVIEW
OVERVIEW	1. OVERVIEW Nature of Operations LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 28, 2013, the Company’s board of directors and stockholders approved an amendment to the Company’s Certificate of Formation to change its corporate name to “LED Lighting Company”, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA). Going Concern The Company has sustained operating losses and an accumulated deficit of $4,425,973 since inception of the Company on July 19, 2010 through March 31, 2017. In the first quarter of 2017, the Company incurred a loss of $19,345 . The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. The management of the Company plans to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company in 2017. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. Fair Value Measurements ASC 820, “ Fair Value Measurements Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2017. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. Income Taxes Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017, there were no deferred taxes. Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. Net Loss Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of March 31, 2017, there were warrants outstanding for the purchase of 1,555,629 shares of common stock which could potentially dilute future earnings per share.

LIABILITIES TO RELATED PARTIES

LIABILITIES TO RELATED PARTIES	3 Months Ended
	Mar. 31, 2017
LIABILITIES TO RELATED PARTIES
LIABILITIES TO RELATED PARTIES	3. LIABILITIES TO RELATED PARTIES Company liabilities to related parties consist of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Shareholder advances $ 73,599 $ 61,913

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2017
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	4. STOCK BASED COMPENSATION Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations. Stock Options On May 28, 2013, the Company’s board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan. No options are currently outstanding under the Plan. Warrants As of December 31, 2016, 5,418,628 warrants had been issued with an exercise price of $1.00. No warrants were issued during the first quarter of 2017. As the exercise price of the warrants issued exceeds the price at which shares have been issued by the Company, the warrants have no intrinsic value. A summary of warrant activity as of March 31, 2017 and changes during the quarter then ended is presented below: Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Average Expiration Date Outstanding December 31, 2016 1,918,629 $1.00 0.42 5/30/2017 Issued in Q1 2017 – Investors - - - - Issued in Q1 2017 – Services - - - - Exercised - - - - Forfeited or Expired 363,334 - - - Outstanding March 31, 2017 1,555,295 $1.00 0.44 9/13/2017 Exercisable March 31, 2017 1,555,295 $1.00 0.44 9/13/2017

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	3 Months Ended
	Mar. 31, 2017
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	5. STOCKHOLDERS’ DEFICIT The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2016, the Company had 26, 157,195 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding. In the first quarter of 2017 the Company issued no shares of common or preferred stock.

ACCOUNTING POLICIES (Policies)

ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies (POLICIES):
Use of Estimates	Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments.
Fair Value Measurements	Fair Value Measurements ASC 820, “ Fair Value Measurements
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2017.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.
Income Taxes	Income Taxes Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017, there were no deferred taxes.
Share Based Compensation	Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation.
Net Loss Per Share	Net Loss Per Share Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of March 31, 2017, there were warrants outstanding for the purchase of 1,555,629 shares of common stock which could potentially dilute future earnings per share.

LIABILITIES TO RELATED PARTIES

LIABILITIES TO RELATED PARTIES (Tables)	3 Months Ended
	Mar. 31, 2017
LIABILITIES TO RELATED PARTIES (Tables):
LIABILITIES TO RELATED PARTIES (Tables)	Company liabilities to related parties consist of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Shareholder advances $ 73,599 $ 61,913

SCHEDULE OF STOCK WARRANTS (Tab

SCHEDULE OF STOCK WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2017
SCHEDULE OF STOCK WARRANTS
SUMMARY OF WARRANT ACTIVITY AS OF MARCH 31, 2017 AND CHANGES DURING THE CURRENT YEAR	A summary of warrant activity as of March 31, 2017 and changes during the quarter then ended is presented below: Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Average Expiration Date Outstanding December 31, 2016 1,918,629 $1.00 0.42 5/30/2017 Issued in Q1 2017 – Investors - - - - Issued in Q1 2017 – Services - - - - Exercised - - - - Forfeited or Expired 363,334 - - - Outstanding March 31, 2017 1,555,295 $1.00 0.44 9/13/2017 Exercisable March 31, 2017 1,555,295 $1.00 0.44 9/13/2017

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	3 Months Ended	80 Months Ended
	Mar. 31, 2017	Mar. 31, 2017
Going concern Details
Operating losses and an accumulated deficit		$ 4,425,973
Incurred a loss	$ 19,345

Net Loss Per Share (Details)

Net Loss Per Share (Details)	Mar. 31, 2017shares
Net loss per share Details
Warrants outstanding for the purchase of shares of common stock	1,555,629

LIABILITIES TO RELATED PARTIE16

LIABILITIES TO RELATED PARTIES (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
LIABILITIES TO RELATED PARTIES Details
Shareholder advances	$ 73,599	$ 61,913

STOCK OPTIONS (Details)

STOCK OPTIONS (Details)	May 28, 2013shares
Stock Options Details
Shares of common stock have been reserved for awards under the 2013 Plan	1,500,000

WARRANTS NARRATIVE (Details)

WARRANTS NARRATIVE (Details)	Dec. 31, 2016$ / sharesshares
WARRANTS NARRATIVE DETAILS
Warrants issued | shares	5,418,628
Warrants issued with an exercise price | $ / shares	$ 1

Summary of warrant activity (De

Summary of warrant activity (Details)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Warrants Plan Options
Outstanding December 31, 2016	1,918,629
Forfeited or expired	363,334
Outstanding March 31, 2017	1,555,295
Exercisable March 31, 2017	1,555,295
Weighted Average Exercise Price
Outstanding December 31, 2016 | $ / shares	$ 1
Outstanding March 31, 2017 | $ / shares	1
Exercisable March 31, 2017 | $ / shares	$ 1
Avg Remaining Contractual Life (Years)
Outstanding December 31, 2016	0.42
Outstanding March 31, 2017	0.44
Exercisable March 31, 2017	0.44

CAPITAL STOCK (DETAILS)

CAPITAL STOCK (DETAILS) - shares	Mar. 31, 2017	Dec. 31, 2016
Capital stock Details
Authorized to issue shares of common stock	100,000,000
Authorized to issue shares of preferred stock	20,000,000
Shares of common stock issued and outstanding		26,157,195